TFOC 8-K Exhibit 99.2

Exhibit 99.2

PURCHASE AGREEMENT

This Purchase Agreement (this “Agreement”), dated as of February 9, 2006, is by and among Neuberger Berman, LLC. (“Neuberger Berman”), on behalf of the client accounts of Neuberger Berman, as set forth on Schedule A (each a “PURCHASER” and collectively the "PURCHASERS"), and Tanger Factory Outlet Centers, Inc. (the “SELLER”).

WHEREAS, the PURCHASERS, desire to purchase from SELLER, and SELLER desires to issue and sell to PURCHASERS, in the aggregate 280,000 shares of 7.5% Class C Preferred Shares of SELLER, par value $25.00 per share (the “Class C Preferred Shares”), with the number of Class C Preferred Shares acquired by each PURCHASER set forth on Schedule A.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

1. Purchase and Sale. Subject to the terms and conditions hereof, the PURCHASERS hereby agree to purchase from SELLER, and SELLER agrees to issue and sell to PURCHASERS, the Class C Preferred Shares at a price per share of $24.51 for an aggregate purchase amount of $6,862,800 (the “Purchase Price”).

2. Representations and Warranties of PURCHASER. Each PURCHASER represents and warrants that:

(a) Due Authorization. The PURCHASER is duly authorized to purchase the Class C Preferred Shares. This Agreement has been duly authorized, executed and delivered by the PURCHASER and constitutes a legal, valid and binding agreement of the PURCHASER, enforceable against the PURCHASER in accordance with its terms except as may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law and the discretion of the court before which any proceeding therefor may be brought.

(b) Prospectus and Prospectus Supplement. The PURCHASER has received a copy of SELLER’s Prospectus dated September 7, 2005, and Prospectus Supplement dated February 9, 2006 (collectively, the “Prospectus”).

3. Representations and Warranties of SELLER. SELLER represents and warrants that:

(a) Due Authorization. This Agreement has been duly authorized, executed and delivered by SELLER and constitutes a legal, valid and binding agreement of SELLER, enforceable against SELLER in accordance with its terms except as may be limited by

(i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors; or

(ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law and the discretion of the court before which any proceeding therefor may be brought.

(b) Organization and Authority. SELLER has been duly organized and is validly existing in good standing under the laws of North Carolina, with full power and authority to own or lease and occupy its properties and conduct its business as described in the Prospectus.

(c) Issuance of the Class C Preferred Shares. The Class C Preferred Shares have been duly and validly authorized and, when issued and delivered pursuant to this Agreement, will be fully paid and nonassessable and will be listed, subject to notice of issuance, on the New York Stock Exchange effective as of the Closing (as defined in Paragraph 6 of this Agreement).

(d) Absence of Conflicts. The execution, delivery and performance of this Agreement and the consummation of transactions contemplated herein do not and will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the SELLER.

4. Representations and Warranties of Neuberger Berman. Neuberger Berman hereby represents and warrants that:

(a) It is an investment adviser duly registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940.

(b) It has been duly authorized to act as investment adviser on behalf of each PURCHASER.

(d) This Agreement has been duly executed and delivered by Neuberger Berman and constitutes a legal, valid and binding agreement of Neuberger Berman, enforceable against Neuberger Berman in accordance with its terms except as may be limited by

(i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors; or

(e) The PURCHASERS are not acquiring the Class C Preferred Shares with a view to any distribution thereof that would violate the Securities Act or any other applicable securities laws.

5. Conditions to Obligations of the Parties. The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at the Closing (as defined below) of the following conditions:

(a) each of the representations and warranties of the parties hereto shall be true and correct in all respects;

(b) Neuberger Berman shall have received the favorable opinion of counsel to the Seller as to valid authorization and issuance of the Shares.

6. Closing. The transactions contemplated hereby shall be consummated on February 16, 2006 (such time and date of payment and delivery being herein called the “Closing”). At the Closing, settlement shall occur through Weeden & Co. LP, or an affiliate thereof (the “Broker”), on a delivery versus payment basis through the DTC ID System, with the PURCHASERS to pay all Broker settlement costs.

7. Governing Law. This Agreement shall be construed in accordance with and governed by the substantive laws of the State of New York.

8. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only in a writing that is executed by each of the parties hereto.

9. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, and all of which together shall be deemed to constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

TANGER FACTORY OUTLET CENTERS, INC.

By: ________________________

Name:

Title:

NEUBERGER BERMAN, LLC., on behalf of itself and each PURCHASER set forth on Schedule A

By: ________________________

Name:

Title: President